Apr 9 2008
KLA-Tencor Corporation today announced the launch of its tender offer to purchase all outstanding shares, warrants and options of ICOS Vision Systems Corporation NV (Euronext: IVIS). The board of directors of ICOS has issued a memorandum recommending that the security holders of ICOS accept KLA-Tencor’s takeover bid, and the ICOS board members holding shares of ICOS have committed to tender their shares in the offer.
The acceptance period for the tender offer begins on April 8, 2008 and is scheduled to end on May 19, 2008 at 4 p.m. (Central European Time). If the bid is completed on May 19, 2008, the results of the bid will be published no later than May 26, 2008, and settlement will take place no later than ten business days following the announcement of the bid results. The bid price is €36.50 for each share, €32.76 for each 2002 warrant and €5.60 for each 2007 option.
The transaction is expected to close in the second calendar quarter of 2008 and is subject to the following closing conditions: (a) the acceptance of the offer by holders of at least 85% of ICOS’s outstanding shares, (b) ICOS not having distributed any new dividend to its shareholders prior to completion of the bid, (c) the bid must not be subject to review by any governmental authority regulating antitrust, competition or merger control matters in any jurisdiction beyond the initial phase of review for the applicable jurisdiction, and (d) the absence of any material adverse change with respect to ICOS. KLA-Tencor’s current expectation is that, prior to the scheduled end date of the tender offer, it will receive all decisions from the applicable governmental competition authorities as to whether condition (c) above has been satisfied.
Posted April 9th,2008